Welcome to our dedicated page for Jet.AI SEC filings (Ticker: JTAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Jet.AI Inc. (NASDAQ: JTAI) SEC filings page on Stock Titan provides centralized access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Jet.AI is a Las Vegas-based company that operates Software and Aviation segments and is transitioning toward a pure-play AI data center business, with a focus on high-performance GPU infrastructure and AI cloud services.
Through this page, readers can review annual reports on Form 10-K and quarterly reports on Form 10-Q, which include audited and interim financial statements, segment information, and detailed discussions of revenue from Software App and Cirrus Charter activity, Management and Other Services, and Jet Card and Fractional Programs. These filings also describe Jet.AI’s joint ventures and development activities in hyperscale data center projects in Canada and its planned data center campus in Moapa, Nevada.
Jet.AI’s current reports on Form 8-K document material events such as the Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc., extensions of the merger agreement’s outside date, the withdrawal of a planned underwritten public offering registered on Form S-1, and a letter agreement and related amendment to the Certificate of Designation for its Series B Convertible Preferred Stock. These filings provide insight into Jet.AI’s capital structure, financing arrangements, and strategic transactions.
The company’s proxy statements on Schedule 14A outline proposals presented to stockholders, including director elections, auditor ratification, amendments to its omnibus incentive plan, potential issuance of securities, increases in authorized common stock, and potential reverse stock splits. These documents also explain how Jet.AI is governed and how it seeks stockholder approval for key corporate actions.
On Stock Titan, Jet.AI filings are updated as they are released on EDGAR, and AI-powered tools summarize lengthy documents to highlight the sections that matter most to investors—such as changes in capital structure, progress on data center and infrastructure initiatives, and the status of the flyExclusive merger agreement. Users can quickly scan filing summaries, then open the full text for deeper review.
Jet.AI Inc. amended its merger agreement with flyExclusive to remove a closing condition that required securing a warrant-based financing of up to $50 million in preferred stock. Jet.AI says it now has sufficient positive net working capital to meet the merger’s minimum cash closing condition and confirms it has no preferred stock outstanding.
The amendment also allows Jet.AI to explore additional merger and acquisition deals that would close only after the flyExclusive transaction. Separately, Jet.AI received a Nasdaq notice that its stock has traded below $1.00 for 30 straight business days, triggering a 180-day period, through August 5, 2026, to regain compliance or risk potential delisting.
Jet.AI Inc. attracted an activist-style investor who now holds 3,950,000 common shares, or about 8.7% of the company. Vladimir Anatolevich Semenikhin acquired the stake for approximately $1.6 million using personal funds.
He believes Jet.AI shares are materially undervalued and is concerned about ongoing at-the-market equity issuances during periods of significant share price volatility. He also highlights potential misalignment from executive compensation arrangements that may provide cash bonuses of up to $3 million tied to a $13.2 million potential FlyExclusive transaction.
Semenikhin plans to engage with management and the board on capital allocation, equity issuance, compensation, and strategic alternatives, and is evaluating steps such as seeking board representation, proxy solicitation, governance changes, and even a possible tender offer or other transaction involving Jet.AI securities.
Vladimir Anatolevich Semenikhin filed a Schedule 13D reporting beneficial ownership of 3,950,000 Jet.AI Inc. common shares, representing about 8.7% of the company, based on 45,478,249 shares outstanding.
He purchased the stake for approximately $1.6 million using personal funds, including dividends and distributions from entities he owns or controls, with no third-party financing.
Semenikhin states he acquired the shares for investment, believing they may be undervalued relative to Jet.AI’s assets, financial position, and prospects. He may engage with management and the board on capital allocation, financing, governance, and compensation, and is considering potential board representation or other ways to influence strategy.
The filing notes he could, subject to circumstances, consider actions such as a possible tender offer or other transactions involving Jet.AI securities, or change his position by buying more shares or selling some or all of his holdings.
Hexstone Capital LLC and Brendan O’Neil filed Amendment No. 2 to Schedule 13G reporting a significant passive stake in Jet.AI Inc. They may be deemed to beneficially own 470,283 shares of common stock, representing 9.99% of the class, as of a 4,237,256-share base.
The position is held through 450 shares of Series B Convertible Preferred Stock, which are convertible into common stock at $1.63 per share, subject to a 9.99% beneficial ownership “Blocker” that prevents conversions above that threshold. Hexstone has voting and dispositive power over the shares, which may be exercised by its managing member, Brendan O’Neil, who indirectly shares beneficial ownership.
The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of Jet.AI, but rather under a passive investment framework consistent with Schedule 13G requirements.
Ionic Ventures and affiliates report a 9.9% stake in Jet.AI Inc. The group, including Ionic Ventures LLC, Ionic Management LLC, Brendan O’Neil and Keith Coulston, is deemed to beneficially own 425,888 shares of Jet.AI common stock.
The position consists of 400,000 shares of common stock and up to 25,888 additional shares issuable from 300 shares of Series B preferred stock, subject to a 9.99% beneficial ownership “Blocker.” The 9.9% ownership is calculated against 4,237,256 Jet.AI common shares outstanding as of November 28, 2025, as disclosed in a Form S‑1. The filers certify the securities are not held to change or influence control of Jet.AI.
Jet.AI Inc. has filed a mixed shelf registration statement allowing it to offer up to $250 million of common stock, preferred stock, debt securities, warrants, rights and units from time to time. Specific terms and pricing will be set in future prospectus supplements for each offering.
The company plans to use net proceeds for general corporate purposes, including funding obligations under its announced data center projects, other related AI infrastructure activities, ongoing operations, and potential technology or business acquisitions. Jet.AI historically combined private jet services with AI-driven software and is party to a merger agreement involving a spin-off of its fractional and jet card business to a subsidiary that will merge with flyExclusive.
Jet.AI is also pursuing an AI data center joint venture with Consensus Core Technologies, under which it may contribute up to $20 million to Convergence Compute LLC tied to project milestones. The joint venture targets large-scale campuses in Midwestern and Maritime Canada with a combined power capacity objective of about 1.5 gigawatts. Jet.AI remains listed on Nasdaq under the symbol “JTAI” and qualifies as an emerging growth company with reduced reporting requirements.
Jet.AI Inc. reported that on January 20, 2026 it filed a prospectus supplement to its existing shelf registration statements on Form S-3 and Form S-3MEF. The filing increases the amount of Jet.AI common stock that the company is eligible to sell under its equity distribution agreement with Maxim Group LLC, dated November 21, 2025, as amended. The 8-K notes that this does not itself constitute an offer or sale of shares in any jurisdiction where such activity would be unlawful. Jet.AI also filed a legal opinion and related consent from Dykema Gossett, PLLC as exhibits.
Jet.AI Inc. is offering up to $35,063,257 of common stock through an at-the-market equity program with Maxim Group LLC as exclusive sales agent. The company can sell shares from time to time on Nasdaq or other permitted venues at prevailing market prices or prices related to those market prices, with Maxim earning a 3% commission on gross proceeds.
As of January 16, 2026, Jet.AI had 38,158,462 shares of common stock outstanding, and illustrates that if it sold 89,790,670 shares at $0.3905 per share it would have 127,949,132 shares outstanding. The company plans to use any net proceeds for working capital and general corporate purposes, including operating expenses, research and development, and potential acquisitions.
The filing also describes a pending spin-off and merger of its fractional and jet card business into flyExclusive, after which Jet.AI expects to focus on its software and AI-related assets, and outlines a joint venture under which it may contribute up to $20 million into data-center projects in Canada in return for minority equity stakes.
Jet.AI Inc. entered into a letter agreement with Hexstone Capital, LLC and Ionic Ventures, LLC that updates arrangements tied to a prior Securities Purchase Agreement. At the same time, the holder of Jet.AI’s Series B convertible preferred stock elected to convert all remaining outstanding Series B shares, meaning the investors fully exercised the related warrant and converted all underlying preferred shares into common stock. As consideration for the investors’ consent to refrain from taking certain actions to protect their legal rights under the prior agreements, the parties changed the Series B conversion price to equal the lowest trading price of Jet.AI’s common stock in the ten trading days before conversion. All other rights and preferences of the Series B convertible preferred stock remained unchanged.